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Exhibit
10.3


Interdyne
Company


Code
of Business Conduct and Ethics





This Code
of Business Conduct and Ethics (the “Code”) sets forth legal and ethical
standards of conduct for directors, officers and employees of Interdyne Company
(the “Company”). This Code is intended to deter wrongdoing and to promote the
conduct of all Company business in accordance with high standards of integrity
and in compliance with all applicable laws and regulations.





If you
have any questions regarding this Code or its application to you in any
situation, you should contact your supervisor or the President of the
Company.





Compliance
with Laws, Rules and Regulations





The
Company requires that all employees, officers and directors comply with all
laws, rules and regulations applicable to the Company wherever it does business.
You are expected to use good judgment and common sense in seeking to comply with
all applicable laws, rules and regulations and to ask for advice when you are
uncertain about them.





If you
become aware of the violation of any law, rule or regulation by the Company,
whether by its officers, employees, directors, or any third party doing business
on behalf of the Company, it is your responsibility to promptly report the
matter to your supervisor or the President. While it is the Company’s desire to
address matters internally, nothing in this Code should discourage you from
reporting any illegal activity, including any violation of the securities laws,
antitrust laws, and environmental laws or any other federal, state or foreign
law, rule or regulation, to the appropriate regulatory authority. Employees,
officers and directors shall not discharge, demote, suspend, threaten, harass or
in any other manner discriminate or retaliate against an employee because he or
she reports any such violation, unless it is determined that the report was made
with knowledge that it was false. This Code should not be construed to prohibit
you from testifying, participating or otherwise assisting in any state or
federal administrative, judicial or legislative proceeding or
investigation.





Conflicts
of Interest





Employees,
officers and directors must act in the best interests of the Company. You must
refrain from engaging in any activity or having a personal interest that
presents a “conflict of interest.” A conflict of interest occurs when your
personal interest interferes, or appears to interfere, with the interests of the
Company. A conflict of interest can arise whenever you, as an officer, director
or employee, take action or have an interest that prevents you from performing
your Company duties and responsibilities honestly, objectively and
effectively.





For
example:





·
            No
      employee, officer or director shall perform services as a consultant,
      employee, officer, director, advisor or in any other capacity for, or have
      a financial interest in, a competitor of the Company, other than services
      performed at the request of the Company and other than a financial
      interest representing less than one percent (1%) of the outstanding shares
      of a publicly-held company; and


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·
            No
      employee, officer or director shall use his or her position with the
      Company to influence a transaction with a supplier or customer in which
      such person has any personal interest, other than a financial interest
      representing less than one percent (1%) of the outstanding shares of a
      publicly-held company.





It is
your responsibility to disclose any transaction or relationship that reasonably
could be expected to give rise to a conflict of interest to the President or, if
you are an executive officer or director, to the Board of Directors, who shall
be responsible for determining whether such transaction or relationship
constitutes a conflict of interest.





Insider
Trading





Employees,
officers and directors who have material non-public information about the
Company or other companies, including our suppliers and customers, as a result
of their relationship with the Company are prohibited by law and Company policy
from trading in securities of the Company or such other companies, as well as
from communicating such information to others who might trade on the basis of
that information.





If you
are uncertain about the constraints on your purchase or sale of any Company
securities or the securities of any other company that you are familiar with by
virtue of your relationship with the Company, you should consult with the
President before making any such purchase or sale.





Confidentiality





Employees,
officers and directors must maintain the confidentiality of confidential
information entrusted to them by the Company or other companies, including our
suppliers and customers, except when disclosure is authorized by a supervisor or
legally mandated. Unauthorized disclosure of any confidential information is
prohibited. Additionally, employees should take appropriate precautions to
ensure that confidential or sensitive business information, whether it is
proprietary to the Company or another company, is not communicated within the
Company except to employees who have a need to know such information to perform
their responsibilities for the Company.





Third
parties may ask you for information concerning the Company. Employees, officers
and directors (other than the Company’s authorized spokespersons) must not
discuss internal Company matters with, or disseminate internal Company
information to, anyone outside the Company, except as required in the
performance of their Company duties and after an appropriate confidentiality
agreement is in place. This prohibition applies particularly to inquiries
concerning the Company from the media, market professionals (such as securities
analysts, institutional investors, investment advisers, brokers and dealers) and
security holders. All responses to inquiries on behalf of the Company must be
made only by the Company’s authorized spokespersons. If you receive any
inquiries of this nature, you must decline to comment and refer the inquirer to
your supervisor or one of the Company’s authorized spokespersons.





You also
must abide by any lawful obligations that you have to your former employer.
These obligations may include restrictions on the use and disclosure of
confidential information, restrictions on the solicitation of former colleagues
to work at the Company, and non-competition obligations.


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Honest
and Ethical Conduct and Fair Dealing





Employees,
officers and directors should endeavor to deal honestly, ethically and fairly
with the Company’s suppliers, customers, competitors and employees. Statements
regarding the Company’s products and services must not be untrue, misleading,
deceptive or fraudulent. You must not take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair-dealing practice.





Protection
and Proper Use of Corporate Assets





Employees,
officers and directors should seek to protect the Company’s assets. Theft,
carelessness and waste have a direct impact on the Company’s financial
performance. Employees, officers and directors must use the Company’s assets and
services solely for legitimate business purposes of the Company and not for any
personal benefit or the personal benefit of anyone else.





Employees,
officers and directors must advance the Company’s legitimate interests when the
opportunity to do so arises. You must not take for yourself personal
opportunities that are discovered through your position with the Company or the
use of property or information of the Company.





Gifts
and Gratuities





The use
of Company funds or assets for gifts, gratuities or other favors to employees or
government officials is prohibited, except to the extent such gifts are in
compliance with applicable law, nominal in amount and not given in consideration
or expectation of any action by the recipient.





Employees,
officers and directors must not accept, or permit any member of his or her
immediate family to accept, any gifts, gratuities or other favors from any
customer, supplier or other person doing or seeking to do business with the
Company, other than items of nominal value. Any gifts that are not of nominal
value should be returned immediately and reported to your supervisor. If
immediate return is not practical, they should be given to the Company for
charitable disposition or such other disposition as the Company believes
appropriate in its sole discretion.





Common
sense and moderation should prevail in business entertainment engaged in on
behalf of the Company. Employees, officers and directors should provide, or
accept, business entertainment to or from anyone doing business with the Company
only if the entertainment is infrequent, modest and intended to serve legitimate
business goals.





Bribes
and kickbacks are criminal acts, strictly prohibited by law. You must not offer,
give, solicit or receive any form of bribe or kickback anywhere in the
world.





Accuracy
of Books and Records and Public Reports





Employees,
officers and directors must honestly and accurately report all business
transactions. You are responsible for the accuracy of your records and reports.
Accurate information is essential to the Company’s ability to meet legal and
regulatory obligations.


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All
Company books, records and accounts shall be maintained in accordance with all
applicable regulations and standards and accurately reflect the true nature of
the transactions they record. The financial statements of the Company shall
conform to generally accepted accounting rules and the Company’s accounting
policies. No undisclosed or unrecorded account or fund shall be established for
any purpose. No false or misleading entries shall be made in the Company’s books
or records for any reason, and no disbursement of corporate funds or other
corporate property shall be made without adequate supporting
documentation.





It is the
policy of the Company to provide full, fair, accurate, timely and understandable
disclosure in reports and documents filed with, or submitted to, the Securities
and Exchange Commission and in other public communications.





Concerns
Regarding Accounting or Auditing Matters





Employees
with concerns regarding questionable accounting or auditing matters or
complaints regarding accounting, internal accounting controls or auditing
matters may confidentially, and anonymously if they wish, submit such concerns
or complaints in writing to the President or to the Company’s outside counsel.
All such concerns and complaints will be forwarded to the Audit Committee of the
Board of Directors unless they are determined to be without merit by the
President and Chief Financial Officer of the Company. In any event, a record of
all complaints and concerns received will be provided to the Audit Committee
each fiscal quarter. Any such concerns or complaints may also be communicated,
confidentially and, if you desire, anonymously, directly to any member of the
Audit Committee of the Board of Directors.





The Audit
Committee will evaluate the merits of any concerns or complaints received by it
and authorize such follow-up actions, if any, as it deems necessary or
appropriate to address the substance of the concern or complaint.





The
Company will not discipline, discriminate against or retaliate against any
employee who reports a complaint or concern, unless it is determined that the
report was made with knowledge that it was false.





Waivers
of this Code of Business Conduct and Ethics





While
some of the policies contained in this Code must be strictly adhered to and no
exceptions can be allowed, in other cases exceptions may be possible. Any
employee or officer who believes that an exception to any of these policies is
appropriate in his or her case should first contact his or her immediate
supervisor. If the supervisor agrees that an exception is appropriate, the
approval of the President must be obtained. The President shall be responsible
for maintaining a complete record of all requests for exceptions to any of these
policies and the disposition of such requests.





Any
executive officer or director who seeks an exception to any of these policies
should contact the Chairman of the Audit Committee of the Board of Directors.
Any waiver of this Code for executive officers or directors or any change to
this Code that applies to executive officers or directors may be made only by
the Board of Directors of the Company and will be disclosed as required by law
or stock market regulation.


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Reporting
and Compliance Procedures





Every
employee, officer and director has the responsibility to ask questions, seek
guidance, report suspected violations and express concerns regarding compliance
with this Code. Any employee, officer or director who knows or believes that any
other employee or representative of the Company has engaged or is engaging in
Company-related conduct that violates applicable law or this Code should report
such information to his or her supervisor or to the President. You may report
such conduct openly or anonymously without fear of retaliation. The Company will
not discipline, discriminate against or retaliate against any employee who
reports such conduct, unless it is determined that the report was made with
knowledge that it was false, or who cooperates in any investigation or inquiry
regarding such conduct. Any supervisor who receives a report of a violation of
this Code must immediately inform the President.





You may
report violations of this Code, on a confidential or anonymous basis, by
contacting the Company’s General Counsel.





If the
General Counsel receives information regarding an alleged violation of this
Code, he or she shall, as appropriate, (a) evaluate such information, (b) if the
alleged violation involves an executive officer or a director, inform the Chief
Executive Officer and Board of Directors of the alleged violation, (c) determine
whether it is necessary to conduct an informal inquiry or a formal investigation
and, if so, initiate such inquiry or investigation and (d) report the results of
any such inquiry or investigation, together with a recommendation as to
disposition of the matter, to the Chief Executive Officer for action, or if the
alleged violation involves an executive officer or a director, report the
results of any such inquiry or investigation to the Board of Directors or a
committee thereof. Employees, officers and directors are expected to cooperate
fully with any inquiry or investigation by the Company regarding an alleged
violation of this Code. Failure to cooperate with any such inquiry or
investigation may result in disciplinary action, up to and including
discharge.





The
Company shall determine whether violations of this Code have occurred and, if
so, shall determine the disciplinary measures to be taken against any employee
who has violated this Code. In the event that the alleged violation involves an
executive officer or a director, the Chief Executive Officer and the Board of
Directors, respectively, shall determine whether a violation of this Code has
occurred and, if so, shall determine the disciplinary measures to be taken
against such executive officer or director.





Failure
to comply with the standards outlined in this Code will result in disciplinary
action including, but not limited to, reprimands, warnings, probation or
suspension without pay, demotions, reductions in salary, discharge and
restitution. Certain violations of this Code may require the Company to refer
the matter to the appropriate governmental or regulatory authorities for
investigation or prosecution. Moreover, any supervisor who directs or approves
of any conduct in violation of this Code, or who has knowledge of such conduct
and does not immediately report it, also will be subject to disciplinary action,
up to and including discharge.


5




Dissemination
and Amendment





This Code
shall be distributed to each new employee, officer and director of the Company
upon commencement of his or her employment or other relationship with the
Company. The Company reserves the right to amend, alter or terminate this Code
at any time for any reason.




This
document is not an employment contract between the Company and any of its
employees, officers or directors and does not alter the Company’s at-will
employment policy.






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